UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2006
VITESSE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-31614 77-0138960
(Commission File Number) (IRS Employer Identification No.)
741 Calle Plano, Camarillo, California 93012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 388-3700
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously disclosed, Vitesse Semiconductor Corporation (the "Company")
received a letter from U.S. Bank National Association, as Trustee (the
"Trustee") under the Indenture, dated as of September 22, 2004 (the
"Indenture"), relating to the Company's 1.50% Convertible Subordinated
Debentures due 2024 (the "Debentures"). In the letter, the Trustee alleged
compliance deficiencies under the Indenture relating to the Company's failure to
file with the Securities and Exchange Commission and the Trustee the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. The letter
stated that if the alleged compliance deficiencies were not cured within 60 days
after May 26, 2006, there would be an Event of Default under the Indenture and
the Trustee would seek the remedies allowed in the Indenture to protect the
interests of the bondholders.
On August 15, 2006, the Company received a letter from the Trustee in which
the Trustee purported to declare the entire principal amount of the Debentures,
plus accrued and unpaid interest to the date of payment, immediately due and
payable.
The Company continues to believe that there are no compliance deficiencies
under the Indenture and that an Event of Default has not occurred under the
Indenture. Accordingly, the Company believes that the Trustee's attempt to
accelerate payment of the Debentures is invalid. The Company will contest the
Trustee's assertion that an Event of Default has occurred under the Indenture
and its attempt to accelerate payment of the Debentures, and will vigorously
defend against any attempt by the Trustee or the holders of the Debentures to
seek any remedies under the Indenture based on the asserted Event of Default and
acceleration.
Notwithstanding the Company's position, the Company is in negotiations with
the holders of a majority of the Debentures to determine if a resolution of this
dispute can be reached. In that connection, the Company understands that the
holders of a majority of the Debentures have agreed to instruct the Trustee to
forebear from taking any further action with respect to the Debentures for a
period of 14 days to determine if a resolution of this dispute can be reached.
Approximately $96.7 million aggregate principal amount of the Debentures
are outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Camarillo, State of
California, on August 21, 2006.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Christopher Gardner
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Christopher Gardner
Chief Executive Officer